POT – Notice of Annual Meeting 27 October 2023

Notice of 2023 Annual Meeting

Notice is given that the Annual Meeting of shareholders of Port
of Tauranga Limited will be held at Mercury Baypark (Stadium
Lounge), 81 Truman Lane, Mount Maunganui, and online at
www.virtualmeeting.co.nz/pot23 on Friday 27 October 2023
commencing at 1.00pm

Business and agenda of the meeting
• Chair’s address
• Chief Executive’s address
• Receive and consider the Integrated Annual Report
To receive and consider the Integrated Annual Report of the
Company for the year ended 30 June 2023, including the audit
report and financial statements.
• Ordinary resolutions
To consider and if thought fit, pass the following ordinary
resolutions:
1 Re-election of Director (refer to explanatory note 1)
“To resolve that Mr Douglas William Leeder be re-elected as a
Director of the company.”
2 Directors’ remuneration (refer to explanatory note 2)
“To resolve that the Directors’ fees pool be increased by
$245,000, from $880,000 (plus GST if any), to $1,125,000 per
annum (plus GST if any), with the aggregate amount payable
to all Directors of the company for their services as Directors
of the company, to be divided amongst the Directors as the
Board may determine.”
+64 7 572 8899
port-tauranga.co.nz

2 Salisbury Avenue
Mount Maunganui
New Zealand

Private Bag 12504
Tauranga Mail Centre
Tauranga 3143
New Zealand

3 Auditors
“To resolve that the Auditor-General be reappointed as Auditor of the company
pursuant to section 19 of the Port Companies Act 1988 and that the Directors are
authorised to fix the Auditor’s remuneration for the ensuing year.”

• General business and shareholder questions
Questions for the Annual Meeting
Shareholders are invited to submit written questions prior to the Annual Meeting.
Questions can be submitted online by going to
https://investorcentre.linkgroup.nz/voting/POT and completing the online validation
process. Alternatively, shareholders can complete the question section on the Proxy
Form and return to Link Market Services Limited. Questions will need to be submitted
before Wednesday 25 October 2023. The Board will address and answer questions at
the Annual Meeting.

By order of the Board


Simon Kebbell
Company Secretary


Note: The resolutions required for agenda item numbers 1 to 3 are ordinary
resolutions. An ordinary resolution requires at least 50% of the votes of shareholders
entitled to vote and voting on the resolution to be cast in favour of the resolution. Voting
will be conducted by poll, in accordance with NZX Listing Rule 6.1.1.

Except for the restrictions set out at Explanatory Note 2 - Directors’ Remuneration, there
are no voting restrictions on any shareholders to prevent them from exercising their vote
on any resolutions being considered at the Annual Meeting.

Invitation: At the conclusion of the Annual Meeting, afternoon tea will be served. We
invite all shareholders to participate in a Port tour at the conclusion. Transport will be
provided outside the Stadium Lounge.

Please note that due to security regulations, anyone wishing to partake in the port
tour must provide photo identification.

Proxies: A shareholder entitled to attend and vote, may appoint a proxy or, in the
case of a corporate shareholder, a representative, to attend and vote on his/her
behalf. The proxy or representative you appoint need not necessarily be a
shareholder of the Company. A form of appointment is enclosed. Address for proxies:
Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142, New
Zealand. A proxy and the power of attorney or other authority, if any, under which it is
signed, or a copy of that power or authority certified by a Notary Public, must be
deposited or mailed to be received at the address specified above not later than
1.00pm on Wednesday 25 October 2023.
Shareholders are also able to vote electronically as per the attached “Voting
instructions for shareholders”.


Explanatory notes

1 Re-election of Director

Under the NZX Listing Rule 2.7.1, a Director must not hold office past the later of
three years and the third Annual Meeting after their appointment without being re-
elected by shareholders. The Director to retire, Mr Douglas William Leeder, is
required to retire from office at the Annual Meeting.

The Directors advise that:

Mr Douglas William Leeder will retire at the meeting. Mr Leeder, being eligible, offers
himself for re-election at the Annual Meeting with the unanimous support of the
Board.

Accordingly, it is proposed to consider, and if thought fit, to re-elect Mr Douglas
William Leeder.

Details of Mr Leeder are set out below:


Douglas William Leeder

Doug Leeder is Chair of Bay of Plenty Regional
Council. He is a dairy farmer and has considerable
experience in governance and management. Doug
has held positions of governance in Federated
Farmers, was a Director and Chair of Bay Milk
Products, Director of the East Bay Health Board,
Chair of Subsidiary East Bay Energy Trust, Chair of
NZ Dairy Group and Dairy Insight and Director of
DECEL. Doug joined the Board in October 2015.

2 Directors’ remuneration

In accordance with the NZX Listing Rules 2.11.1 and 2.11.2, the company is seeking
the approval of shareholders to increase the authorised monetary sum per annum
available for payment of Directors’ fees by $245,000, in aggregate, to a pool of
$1,125,000 (plus GST if any) for all the Directors. This represents an increase of
27.8% to the current pool.

The company currently has approval to pay a maximum of $880,000 in aggregate to
Directors for their remuneration as Directors, which is being paid as set out in the
table below. The Board last reviewed Directors’ remuneration in 2021. Since then,
the regulatory landscape in which Port of Tauranga Limited operates has continued
to change, with increased regulatory risk and obligations resulting in increased
demand on Directors’ time and broadening their scope of responsibilities in
monitoring and assessing legal and regulatory compliance. The Board has also
recently established an additional Board Committee, the Health and Safety
Committee, to assist the Board in discharging its health and safety responsibilities
within the organisation.

The company engaged Ernst & Young Limited (EY) to provide benchmark data, for a
comparator group consisting of New Zealand companies of a similar size or business
operations to Port of Tauranga Limited, for the roles of Chair, Committee Chairs,
Committee Members and Directors. The recommended Directors’ fee increases and
Directors’ fee pool increase aligns Port of Tauranga Limited to the bottom 25
th

percentile of the comparator sample.

The Board reviewed the EY report and based on a comparison of the company’s
Directors’ fees to the market data, consider the increases to the Directors’
remuneration set out in the table below are appropriate to attract and retain high
performing Directors. The proposed increases to Directors’ fees and Directors’ fee
pool are substantially the same as those recommended by EY.

A summary of the EY report is available at the Investor Centre at http://www.port-
tauranga.co.nz/investors/annual-meetings/. The composition of the comparator
group is also available at https://www.port-tauranga.co.nz/wp-
content/uploads/People-and-Remuneration-Committee-Charter-20-December-2022-
FINAL.pdf

Office
Current
remuneration
$
Proposed
remuneration
$
Amount of
increase
$
Number of
person(s)
holding
office
Chair 180,000 195,000 15,000 1
Directors 92,000 98,500 6,500 6
Audit Committee Chair 20,000 20,000 0 1
Audit Committee Member 11,750 12,000 250 3
Remuneration Committee
Chair
15,000 20,000 5,000 1
Remuneration Committee
Member
7,625 12,000 4,375 3
Health and Safety Committee
Chair*
20,000 20,000 0 1
Health and Safety Committee
Member*
12,000 12,000 0 2
Pool available for additional
responsibilities and one-off
projects
10,875 183,000 172,125
$880,000 $1,125,000 $245,000

*The Health and Safety Committee was established 1 July 2023.

The company will, as required by the NZX Listing Rules, disregard any votes cast on
this resolution by any Director, and any Associated Person of that Director, (as
defined in the NZX Listing Rules) where that Director is intended to receive a
payment or benefit from the approved remuneration pool, except where the vote is
cast by a Director (or one of their Associated Persons) as proxy for a shareholder
who is entitled to vote and that Director (or Associated Person) votes in accordance
with express instructions to vote for or against a particular resolution on the Proxy
Form.

Port of Tauranga Limited’s Annual Meeting
Friday 27 October 2023

Voting instructions for shareholders



Shareholders can vote in the following ways:

1 Attend the meeting in person – bring your Proxy Form to the meeting as the
barcode is required to assist with your registration.

2 Attend the meeting online – shareholders can attend the Meeting virtually via the
online platform at www.virtualmeeting.co.nz/pot23. You will require your
CSN/Holder Number for verification purposes. More information regarding online
attendance at the Meeting (including how to vote and ask questions during the
Meeting) is available in the Virtual Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.

3 Appoint a person as your proxy – complete the Proxy Form including how you
wish them to vote and mail back to our registry, Link Market Services Limited (Link)
before 1.00pm Wednesday 25 October 2023. Your appointed proxy will receive the
voting paper upon registration at the meeting.

4 Electronic proxy appointments – to appoint your proxy electronically you need
go to the website of our registry, https://investorcentre.linkgroup.nz/voting/POT
and follow the prompts to complete your proxy appointment. You will be required
to enter your CSN/Holder Number and Authorisation Code (FIN). Electronic voting
will close at 1.00pm on Wednesday 25 October 2023.

Each method of voting and the way to use the form enclosed with this Notice of
Meeting are explained in detail below. Please read this section carefully. Choose
only one voting option.

Full details on how to return your Proxy Form/s to the registry is available at the end of
this section.

1 If you wish to attend and vote during the annual meeting:

• Attendance in person

If you wish to attend the meeting, you must register at the registration
desk prior to entering the meeting. The registration and poll will be
managed by our registry, Link.

Please bring your Proxy Form with you to the meeting to present at the
registration desk as the barcode on your form is required to assist with
your registration.

Upon registration you will receive a separate voting card to complete and
mark the way you wish to vote at the time that each poll is put to the meeting
by the Chairperson. Once the voting is completed, Link will collect your voting
cards from you.

• Attendance online

If you wish to attend the meeting online, please go to www.virtualmeeting.
co.nz/pot23. You will require your CSN/Holder Number for verification
purposes. More information regarding online attendance at the Meeting
(including how to vote and ask questions during the Meeting) is available in
the Virtual Meeting Online Portal Guide, which is available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.

2 If you wish to appoint a proxy to attend the Annual Meeting and vote on your
behalf:

(a) Appointing a proxy by mail

If you wish to appoint another person as your proxy, you will need to
complete your enclosed Proxy Form.

Please read the information on your Proxy Form carefully. Insert the name of
the person you wish to appoint in the area provided. Complete the voting
boxes by indicating on the Proxy Form how you wish the proxy to vote.

If you return the Proxy Form without indicating how you wish to vote, your
proxy will vote as s/he sees fit or abstain from voting.

Please advise your proxy that s/he must register at the registration desk prior
to entering the meeting room to obtain the necessary voting papers to vote
on your behalf.

The Proxy/Representative Form must be completed, signed and received by
Link, no later than 1.00pm Wednesday 25 October 2023.

(b) Appointing a proxy electronically

You can appoint your proxy electronically. To appoint your proxy
electronically you need to go to the website of our registry,
https://investorcentre.linkgroup.nz/voting/POT and follow the prompts. You
will be required to enter your CSN/Holder Number and Authorisation Code
(FIN).

You will be required to select or enter the name of the person who you wish
to nominate as your proxy in the required field and specify how you wish
your proxy to vote on your behalf.

Please advise your proxy that s/he must register at the registration desk prior
to entering the meeting room to obtain the necessary voting papers to vote
on your behalf.

Electronic proxy appointments and voting will close at 1.00pm on Wednesday
25 October 2023.




You can return your proxy form to our registry, Link, in one of the following
ways:
▪ mail it to Link in the reply-paid envelope provided, or
▪ address it to Link Market Services Limited, PO Box 91976, Victoria Street West,
Auckland 1142, New Zealand, or
▪ deliver it to Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street
West, Auckland, or
▪ scan and email it to meetings@linkmarketservices.com (please put the words “POT
Proxy Form” in the subject line for easy identification), or
▪ vote online as per the instructions in the section above.

The Proxy Form must be received by Link no later than 1.00pm Wednesday 25 October
2023, which is 48 hours prior to the meeting, to be valid.

If you have any questions regarding the voting, please contact the Link helpline on
(phone) 09 375 5998.




Please note that all shareholders / proxy holders / visitors or any other
person(s) who wish to attend Port of Tauranga Limited’s Annual Meeting,
must register at the registration desk prior to entering the meeting room.

Please choose only one voting option.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/POT
Scan & email: Mail:
meetings@linkmarketservices.com Use the enclosed reply paid
envelope or address to:
Deliver: Link Market Services Limited
Link Market Services Limited PO Box 91976
Level 30, PwC Tower Victoria Street West
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online



General Enquiries
+64 9 375 5998 | enquires@linkmarketservices.co.nz
Proxy Form/Admission Card for Port of Tauranga Limited’s 2023 Annual Meeting

The 2023 Annual Meeting of shareholders of Port of Tauranga Limited will be held at Mercury Baypark, 81 Truman Lane, Mount Maunganui,
on Friday 27 October 2023, commencing at 1.00pm.

Shareholders are also able to attend the Annual Meeting online via the Link Market Services Virtual Meeting platform at
www.virtualmeeting.co.nz/pot23. If you will be attending online, you will require your CSN/Holder Number for verification purposes. If you will
not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to Port of Tauranga’s share registry, Link Market Services Limited, by no later than 1.00pm, Wednesday 25 October 2023. You can also
appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkgroup.nz/voting/POT or
by scanning the QR code above with your smartphone.

Appointment of proxy
The “Chair of the Meeting” is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose. If you wish, you may
appoint the “Chair of the Meeting” as your proxy. To do so, please write “Chair of the Meeting” in the section marked “full name of proxy”. The
Chair will vote according to your instructions. If the Chair is not instructed how to vote, he/she will vote as he/she thinks fit or abstain from voting.
If you do not appoint a proxy your Proxy Form will be invalid. A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the
case of a corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a
shareholder.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business. If you
return this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting.
The company will, as required by the NZX Listing Rules, disregard any votes cast on resolution 2 by any Director, and any Associated Person of
that Director, (as defined in the NZX Listing Rules) where that Director is intended to receive a payment or benefit from the approved remuneration
pool, except where the vote is cast by a Director (or one of their Associated Persons) as proxy for a shareholder who is entitled to vote and that
Director (or Associated Person) votes in accordance with express instructions to vote for or against resolution 2 on the Proxy Form.

Attending the Meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A
corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder. Shareholders are also able to attend the Annual Meeting online at
www.virtualmeeting.co.nz/pot23. If you will be attending online, you will require your CSN/Holder Number for verification purposes. More
information regarding virtual attendance at the Meeting (including how to vote and ask questions virtually during the Meeting) is available in the
Virtual Meeting Online Portal Guide, which is available at https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.

Signing instructions for Proxy Forms
Individual: Where the holding is in one name, this Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint holding: Where the holding is in more than one name, this Proxy Form may be signed by either of the joint shareholders (or their duly
authorised attorney).
Power of Attorney: This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority
certified by a Notary Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any manner as per the
instructions above, not later than 1.00pm on Wednesday 25 October 2023.
Corporate shareholder: In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting
under the express or implied authority of the shareholder, or an attorney duly authorised by the shareholder.

Proxy/Corporate Representative Form
Step 1: Appoint a proxy to vote on your behalf
I/We being a shareholder(s) of Port of Tauranga Limited
appoint __________________________________________________ of _____________________________________________________________________
(full name of proxy) (email address)
or failing that person __________________________________________________ of _____________________________________________________________________
(full name of proxy) (email address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Port of Tauranga Limited to be held on Friday 27 October 2023, at
1.00pm and at any adjournment of that meeting.
Step 2: Items of business – proxy voting instructions
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf during a poll and your votes will not be counted computing the required majority, for that item.
Ordinary business
To consider and, if thought fit, pass the following ordinary resolutions:
Tick (✓) in box to vote
For Against Abstain Discretion
1 Re-election of Director
To resolve that Mr Douglas William Leeder be re-elected as a Director of the
company.

2 Directors’ remuneration
To resolve that the Directors’ fees pool be increased by $245,000, from $880,000
(plus GST if any), to $1,125,000 per annum (plus GST if any), with the aggregate
amount payable to all Directors of the company for their services as Directors of
the company, to be divided amongst the Directors as the Board may determine.

3 Auditors
To resolve that the Auditor-General be reappointed as Auditor of the company
pursuant to section 19 of the Port Companies Act 1988 and that the Directors are
authorised to fix the Auditor’s remuneration for the ensuing year.

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each such resolution.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.
Step 3: Shareholder questions
Shareholders present at the Annual Meeting (either in person or via the Virtual Annual Meeting) will have the opportunity to ask questions during
the meeting. If you cannot attend the Annual Meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkgroup.nz/voting/POT and completing the online validation process or complete the question section below and return
to Link Market Services. Questions will need to be submitted by 1.00pm on Wednesday 25 October 2023. The Board will address and answer
questions at the Annual Meeting.
Sign: Signature of shareholder(s) – this section must be completed
Shareholder 1 Shareholder 2 Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact name ___________________________________________ Contact daytime telephone __________________________ Date __________________________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Question: